Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Sit U.S. Government Securities Fund, Inc.
Sit Mutual Funds II, Inc.


In planning and performing our audits of the financial statements of
Sit U.S. Government Securities Fund, Inc., Sit Tax-Free Income
Fund (a series of Sit Mutual Funds II, Inc.), Sit Minnesota
Tax-Free Income Fund (a series of Sit Mutual Funds II, Inc.),and
Sit High Income Municipal Bond Fund (a series of Sit Mutual Funds
II,Inc.)(collectively Sit Mutual Funds) as of and for the year ended
March 31, 2010, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered their
internal control over financial reporting, including control activities
for safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, but not
for the purpose of expressing an opinion on the effectiveness of Sit
Mutual Funds internal control over financial reporting. Accordingly,
we express no such opinion.

The management of Sit Mutual Funds is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of controls. A companys internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S.
generally accecpted accounting principles. Such internal control
includes polocies and procedures that provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition,
use or disposition of a companys assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the polocies or
procedures may deteriorate.

A control deficiency exists when the design or operation of a control
does not allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A significant deficiency is a control
deficiency, or combination of control deficiencies, that adversely
affects the company's ability to initiate, authorize, record, process
or report financial data reliably in accordance with U.S. generally
accepted accounting principals such that there is more than a remote
likelihood that a misstatement of the companys annual or interim
financial statements that is more than inconsequential will not be
prevented or detected. A material weakness is a significant
deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or
detected.

Our consideration of Sit Mutual Funds internal control over financial
reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control
that might be significant deficiencies or material weaknesses under
standards established by the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies in Sit Mutual
Funds internal control over financial reporting and its operation,
including controls for safeguarding securities that we consider to be
a material weakness as defined above as of March 31, 2010.


This report is intended solely for the information and use of
management, the Board of Directors and Shareholders, and the Securities
and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.


KPMG LLP

Minneapolis, Minnesota
May 21, 2010